Articles on web

Found 2 articles on the web... one is a couple of months old saying pretty much what we know already.. Woodside went too fast... (http://senegaldaily.blogspot.com.au/)...

The second one is about Petrosen not exercising its pre-empt rights in the Kosmos deal for the Saint-Louis and Cayar Offshore permits... (http://services.corporate-ir.net/SEC.Enhanced/SecCapsule.aspx?c=238878&fid=9731899)...

Looks like Petrosen might have pre-empt rights (depending on what was agreed originally) but may not exercise it..

Senegalese Oil: Woodside didn't acquired Conoco Philips shares yet


My first post is about the nascent senegalese oil industry for which the senegalese has a great hope that it will change their life.

The repartition  of the capital of blocks "Rufisque offshore", 'offshore Sangomar' and "offshore Sangomar" has not yet changed. ConocoPhilips, which holds 35% of rights alongside Cairn (40%), Far (15%) and Petrosen (10%), wishes to transfer these to Woodside. But the State has not yet given his blessing.

Woodside Energy went too fast? On October 31, the Australian operator, announced on the Sydney stock exchange, have finalized the acquisition of the rights of the American Group ConocoPhilips on oil blocks "Rufisque offshore", 'offshore Sangomar' deep and "Offshore Sangomar", or 35%. He fixed the amount of the transaction to 350 million dollars (210 billion CFA francs) to which were added 90 million dollars (54 billion CFA francs) supplementary adjustments.
This announcement provoked one strong reaction from Far Limited, another Australian operator who holds 15% of the rights in question. In a statement signed by its Director General, Cath Norman, Far indicated "that a notice of right of pre-emption valid was not issued by (ConocoPhilips) partners" before suggesting that the State of Senegal which, through Petrosen, holds 10% of the blocks, yet gave consent.
Sources contacted by SeneWeb argue that Far is right. "Woodside announced an agreement that does not exist yet, corrects one of our interlocutors." The parties are negotiating. The State asked them to find common ground. If an agreement had been reached, the State would have announced it. »


There are several steps to take before such an agreement. When a rights holder (ConacoPhilips, in this case) wants to cede its share, it formulates its intention in informing its partners and in providing them all the documents related (offer to transfer received from another company, technical documents, etc.). In addition, association agreement defining relations between stakeholders requires it to offer rights to yield first to its partners.
They have 30 days to decide. If one of them chooses to exercise its right of pre-emption, it can automatically buy the equivalent of the shares he owns at the time of the assignment, or even more if the other partners do not want the remaining rights. In the contrary case, the assignee may resort to other companies which will have each, in the event of agreement, provide to the Government all the information about their technical and financial capabilities.
At this step, the State checks the conformity of the information available to it. And if everything is in order, the Minister of energy makes an order to commit the transaction. Then, last step, the decree regulating the assignment of blocks in question is updated. A real obstacle course.
Essential Far
"All this has not yet been done", an advisor to the Prime Minister contacted by Scott blows. "Woodside has perhaps purposely make this announcement to put pressure on his interlocutors in the negotiations", believed an employee of Petrosen who requested anonymity.
Rufisque offshore, offshore Sangomar and deep offshore Sangomar are to date held by Cairn (40%), ConocoPhilips (35%), Far (15%) and Petrosen (10%). We learn that when ConocoPhilips decided to cede its rights, Cairn would have clearly indicated that he was not interested. We know already that Petrosen, not participating in l "stage investment exploration, will not preempt. So in the capital of the three blocks, only Far is in position to redeem all or part to assign rights. It forces ConocoPhilips to dialogue with them.

Posted by Malicki Youm at 07:40
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EX-10.3 4 a14-19714_1ex10d3.htm EX-10.3

Exhibit 10.3​

DEED OF TRANSFER

BETWEEN

LA SOCIETE DES PETROLES DU SENEGAL

(PETROSEN)

TIMIS CORPORATION LIMITED

AND

KOSMOS ENERGY SENEGAL

Concerning
​

The Hydrocarbons Exploration and Production Sharing Contracts and Joint Operating Agreements covering the following Permits:

· Saint-Louis Deep Offshore

· Cayar Deep Offshore

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DEED OF TRANSFER
​

The present Deed of Transfer (“Deed of Transfer”) is entered into between:

· The Company Société des Pétroles du Sénégal (PETROSEN), a Limited Company under Senegalese Law, registered in Dakar with the Trade Register under the Number RC SN-DKR-1981-B-82, modified under the number SN-DKR-2013-M-4659, whose registered office is located in Dakar, Route du Service Géographique, Hann, BP Box 2076, hereinafter referred to as “PETROSEN”, and herein represented by its General Manager Mr. Mamadou FAYE, with full powers to this effect,

On the first hand
​

· The Company TIMIS CORPORATION Limited, a Limited Company under the Law of the British Virgin Islands, registered in Road Town with the Trade Register under the Number 18 07772, whose head office is located in Trident Chambers, Wickhams Cay, P.O. Box 146, Road Town, Tortola, hereinafter referred to as “TIMIS CORPORATION Limited”, and herein represented by Mr. Guy Blakeney, acting under a Power of Attorney (POA) for TIMIS CORPORATION Limited, with full powers to this effect,

On the second hand
​

AND

· The Company KOSMOS ENERGY SENEGAL, a Limited Company under the Law of the Cayman Islands, registered in the Caymans Islands in the Trade Register under Number WT-290078, whose registered office is at 4th Floor, Century Yard, Cricket Square, Hutchins Drive, Elgin Avenue, George Town, Grand Cayman KY1-1209, Cayman Islands,  hereinafter referred to as “KOSMOS ENERGY SENEGAL”, and herein represented by Mr. Ragnar Fredsted, acting under a Power of Attorney (POA) for KOSMOS ENERGY SENEGAL, with full powers to this effect,

On the third hand
​

PETROSEN, TIMIS CORPORATION Limited and KOSMOS ENERGY SENEGAL are collectively called “the Parties” and individually, “the Party”.

RECITALS:

WHEREAS on the date of 17 January 2012, PETRO TIM Ltd, the Société des Pétroles du Sénégal (PETROSEN) and the Republic of Senegal (“the State”) entered into two Exploration and Production Sharing contracts related to the Cayar Deep Offshore and Saint-Louis Deep Offshore permits (“the Contracts”), approved respectively by Decree No. 2012-596 and Decree No. 2012-597 of 19 June 2012.

WHEREAS on the date of 26 September 2012, PETRO TIM Ltd and PETROSEN entered into two Joint Operating Agreements (the “Joint Operating Agreements”), approved by the Minister in charge of Energy on the date of 25 October 2012, and relating to the work to be executed within the framework of the Contracts.

It being understood that only the above-cited Joint Operating Agreements, approved by the Minister in charge of Energy on the date of 25 October 2012, remain valid.

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WHEREAS PETRO TIM Ltd held in the Contracts a ninety percent (90%) participating interest, as well as a ninety percent (90%) participating interest in the Agreements; while PETROSEN holds a ten percent (10%) participating interest in the Contracts as well as a ten percent (10%) participating interest in the Agreements (interest which is carried during all the exploration periods).

WHEREAS, through a deed called “ASSET PURCHASE AGREEMENT” dated 3 July 2014, PETRO TIM Ltd transferred to TIMIS CORPORATION Ltd a participating interest equal to ninety percent (90%), or all of its participating interest in both the Contracts and the Agreements.

It being understood that PETROSEN decided not to exercise its right of pre-emption.

This total transfer was approved by Ministerial Order No. 12328 of 4 August 2014.

Considering further, that by the Deed referred to as “FARMOUT AGREEMENT” dated 19 August 2014, TIMIS CORPORATION Ltd is transferring to KOSMOS ENERGY SENEGAL a participating interest equal to sixty percent (60%), both in the Contracts and in the Agreements, consecutive to the option of PETROSEN, which consisted of not exercising its right of preemption.

WHEREAS the Parties to this Deed of Transfer have accepted the terms and conditions under which KOSMOS ENERGY SENEGAL acquires from TIMIS CORPORATION Ltd:

· Sixty percent (60%) of the participating interest in the Contracts (the “Interest Transferred in the Contracts”); and

· Sixty percent (60%) of the participating interest in the Agreements (the “Interest Transferred in the Agreements”) which, together with the Interest Transferred in the Contracts, constitute the “Transferred Interest”.

NOW, THEREFORE, it is agreed as follows:

Article 1: Purpose

The transfer effected hereby to the benefit of KOSMOS ENERGY SENEGAL is free from any privileged debt, claim, obligation or duty, other than the debts, claims, obligations or duties in favour of the State applicable in accordance with the Contracts and the applicable laws, and KOSMOS ENERGY SENEGAL accepts, by this Deed, the transfer of the Transferred Interest.  PETROSEN hereby consents to the Transferred Interest.

Article 2: Distribution of Participating Interests

After giving full effect to the above-cited transfers, the participating interests held in the Contracts and the Agreements by PETROSEN, TIMIS CORPORATION Ltd and KOSMOS ENERGY SENEGAL are as follows:

​

	Column 1	Column 2	Column 3	Column 4
0	Contracts​	Agreements​ ​
1	PETROSEN	10%	PETROSEN	10%
2	TIMIS CORPORATION	30%	TIMIS CORPORATION	30%
3	KOSMOS ENERGY SENEGAL	60%	KOSMOS ENERGY SENEGAL	60%

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Article 3: Transfer of rights and obligations related to the Transferred Interest

KOSMOS ENERGY SENEGAL hereby accepts all the rights and obligations related to the Transferred Interest, including the status of Operator, as presented in the terms of the Joint Operating Agreements.

Article 4: Compliance with Laws and Obligations

KOSMOS ENERGY SENEGAL agrees to comply with all the terms and conditions of the Contracts and Joint Operating Agreements.

Article 5: Entry into Force

The present Deed of Transfer takes effect in accordance with the provisions of Article 29.1 of the Contracts and Article 14.6 of the Joint Operating Agreements.

Article 6: Communications and Notice

All notifications or other communications related to this Deed of Transfer shall be sent in writing and will be considered as having been remitted once they are brought or delivered by prepaid registered mail, with acknowledgement of receipt, or sent by telex, telecopy or electronic mail (with acknowledgement of receipt) to the below address for service:

For the SOCIETE DES PETROLES DU SENEGAL

General Manager
Route du Service Géographique, Hann,
BP 2076 Dakar-Senegal
Tel: (221) 33 839 9298 Fax: (221) 33 832 1899
Email: [email protected]

For TIMIS CORPORATION LIMITED

General Manager
Trident Chambers, Wickhams Cay
Tortola
Email: [email protected]

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For KOSMOS ENERGY SENEGAL

Attention General Counsel
Kosmos Energy, LLC
8176 Park Lane, Suite 500
Dallas, TX 75214 USA
Tel.:  + 1 214-445-9600
Fax:  + 1 214-445-9705
Email: [email protected]

IN WITNESS WHEREOF the Parties have executed this deed in five (5) originals through their respective duly authorized representatives.

Done in Dakar, on 25 August 2014
​

SOCIETE DES PETROLES DU SENEGAL

	Column 1	Column 2	Column 3	Column 4	Column 5
0	By	/s/ Mamadou FAYE
1
2	Mamadou FAYE	[official seal]​
3	General Manager	Société des Pétroles du Sénégal​
4		PETROSEN​
5

	Column 1	Column 2	Column 3
0	TIMIS CORPORATION LIMITED
1
2	By	/s/ Guy Blakeney
3	Guy Blakeney
4	Acting under a Power of Attorney (POA)
5
6
7	KOSMOS ENERGY SENEGAL
8
9
10	By	/s/ Ragnar Fredsted
11
12	Ragnar Fredsted
13	Acting under a Power of Attorney (POA)

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